07/08/2026 | Press release | Distributed by Public on 07/08/2026 16:50
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (6) | 07/06/2026 | M | 335,167 | (7) | (7) | Common Stock | 335,167 | $ 0 | 1,675,833 | D | ||||
| Series 2 Common Stock Purchase Warrant | $0.7(8) | 07/07/2026 | M | 133(9) | (10) | 08/16/2027 | Common Stock | 133 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Finley John David C/O PALISADE BIO, INC. 4600 SOUTH SYRACUSE STREET, SUITE 900 DENVER, CO 80237 |
X | CEO, CFO | ||
| /s/ Ryker Willie, Attorney-in-Fact for John David Finley | 07/08/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The shares were issued pursuant to settlement of vested Restricted Stock Units ("RSUs") granted on February 9, 2026. |
| (2) | Includes 1,899 shares acquired under the Issuer's Employee Stock Purchase Plan on May 20, 2026. In addition, the amount of securities beneficially owned was reduced by 66 shares due to an administrative error in the total reported in the Form 4 filed February 13, 2026. |
| (3) | The sale reported in this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.045 to $2.09, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. |
| (5) | The Reporting Person is the managing member of FCW Investments, LLC and has the sole investment and voting power over the securities held by this entity. |
| (6) | Each RSU represents a contingent right to receive one share of the Issuer's common stock. |
| (7) | The RSUs shall vest with respect to 1/6th of the shares on July 6, 2026 and quarterly thereafter over the following 10 quarters, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. |
| (8) | As adjusted in accordance with the terms of the Series 2 Common Stock Purchase Warrants following the public offering that closed on October 2, 2025. |
| (9) | Reflects adjustments pursuant to the Issuer's 1-for-50 reverse stock split effective November 15, 2022, and the Issuer's 1-for-15 reverse stock split effective April 5, 2024. |
| (10) | Represents Series 2 Common Stock Purchase Warrants received as part of the Units purchased by Reporting Person. The Series 2 Warrants became exercisable upon receipt of stockholder approval per Nasdaq rules, which was obtained on October 6, 2022. |